On September 3, 2025, The Nasdaq Stock Market LLC (Nasdaq) announced proposed changes to its listing standards. According to Nasdaq, these proposed changes respond to the rising complexity and volatility in today’s capital markets, especially in the context of emerging companies and cross-border listings.Continue Reading Nasdaq Proposes Significant Changes to Initial and Continued Listing Standards
Following up on our recent post analyzing Texas’s new proxy advisor disclosure statute, S.B. 2337, we note a significant development: On August 29, 2025, Judge Alan Albright of the United States District Court for the Western District of Texas issued a preliminary injunction temporarily preventing the Texas Attorney General from enforcing the law against major proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis).Continue Reading Federal Court Blocks Enforcement of Texas Proxy Advisor Disclosure Law
Texas has enacted S.B. 2337, a statute set to reshape proxy advisory practices for publicly traded companies that are either organized in Texas, have their principal place of business in the state or have proposed becoming a domestic entity within Texas.Continue Reading Texas’s New Proxy Advisor Disclosure Law: Key Details for Shareholders and Companies Ahead of September 2025
The U.S. Securities and Exchange Commission (SEC) is once again considering a proposal that could exempt certain individuals—known as “finders”—from broker registration requirements when helping small businesses raise capital. The renewed focus, highlighted in the SEC’s Small Business Capital Formation Advisory Committee agenda for July 22, 2025, has reignited discussions that have been ongoing since the initial proposal was introduced in 2020.Continue Reading SEC Revisits ‘Finder’ Exemption: Potential Impacts for Small Businesses and the Capital Markets
The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public offerings. These enhancements, effective as of March 3, 2025, were detailed in a press release by the SEC.Continue Reading SEC to Expand Confidential Filing Privileges
On September 27, 2023, the Securities and Exchange Commission (the “SEC”) announced charges against six officers, directors, and major shareholders of public companies (“insiders”) for failing to timely report and file disclosures related to (i) their holdings in public company stock and (ii) transactions they undertook involving public company stock. Five public companies were also charged in connection with timely reporting failures by their insiders. Without admitting or denying the charges, the six insiders and five public companies agreed to cease and desist from violating the charged provisions and agreed to pay civil penalties ranging from $66,000 to $200,000.Continue Reading SEC Announces Charges Against Insiders for Reporting Failures and Adopts Amendments to Schedule 13D and 13G Report Filing Timelines
Yesterday, each of Nasdaq, FINRA and NYSE released Regulatory Alerts highlighting concerns surrounding fraudulent activities in Small-Cap IPOs. Each of these alerts raises similar issues, highlights the importance of the Underwriter in the process, and stresses the obligations that Underwriters have as Gatekeepers in the IPO Process. Below is a link to each of these Alerts and some relevant excerpts from them.Continue Reading Nasdaq, FINRA and NYSE Issue Warnings of Small-Cap IPO Fraud
On June 16, 2021, the U.S. House of Representatives voted (215-214) to pass the ESG [Environmental, Social and Governance] Disclosure Simplification Act of 2021 (H. R. 1187) (the “Bill”).[1]
Continue Reading House Passes Bill Requiring SEC to Define Mandatory ESG Metrics
On March 4, 2021, the Securities and Exchange Commission announced the formation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force will be aimed at detecting ESG-related misconduct so that investors can fully consider these issues in their investment decisions.
Continue Reading SEC Going Cyber-Hunting for ESG-Related Misconduct
On November 2, 2020, the Securities and Exchange Commission adopted amendments intended to ease the rules for certain exempt offerings. These changes include increasing the annual cap on equity crowdfunding from $1.07 million to $5 million, raising the annual cap on Reg A+ offerings from $50% million to $75 million, raising the maximum offering amount for Rule 504 of Regulation D from $5 million to $10 million, and expanding the “test-the-waters” accommodation to Regulation Crowdfunding issuers.
Continue Reading SEC Adopts Rule Amendments Aimed at Expanding Access to Capital
The New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) both took action this month to provide issuers with much needed relief in response to the economic downturn caused by the COVID-19 pandemic. We expect that these measures will provide needed flexibility to many issuers, especially smaller reporting companies who have recently experienced significant stock price volatility and are in need of capital.
Continue Reading Exchange Relief: NYSE Provides Partial Waiver for Shareholder Approval of PIPE Transactions; Nasdaq Provides Relief Regarding Continued Listing Requirements